As filed with the Securities and Exchange Commission, via EDGAR
on June 6, 1997
Registration No. 333-23753
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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PRE-EFFECTIVE AMENDMENT NO. 3
TO
FORM S-1
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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RCM TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
Nevada 7363 95-1480559
------ -------- ----------
(State or other jurisdiction of (Primary Standard Classification Code (I.R.S. Employer Identification No.)
incorporation or organization) Number)
2500 McClellan Avenue
Suite 350
Pennsauken, New Jersey 08109-4613
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(Address, including zip code, and telephone number,
including area code, of registrant's principal executive
office and principal place of business)
Mr. Leon Kopyt
2500 McClellan Avenue
Suite 350
Pennsauken, New Jersey 08109-4613
(609) 486-1777
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(Name, address, including zip code, and telephone number,
including area code, of agent for service)
with a copy to:
Stephen M. Cohen, Esquire Mark K. Kessler, Esquire
Buchanan Ingersoll Professional Corporation Wolf, Block, Schorr and Solis-Cohen
Eleven Penn Center, 14th Floor Twelfth Floor Packard Building
1835 Market Street S.E. Corner 15th & Chestnut Streets
Philadelphia, PA 19103 Philadelphia, PA 19102
(215) 665-3873 (215) 977-2576
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Approximate date of proposed sale to the public: As soon as practicable
following effectiveness of this Registration Statement.
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If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, check the following box: [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement in the same offering: [ ] ____________________
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering: [ ] ____________________
If delivery of the prospectus is expected to be made pursuant to
Rule 434, please check the following box: [ ]
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The registrant hereby amends this registration statement on such date
or dates as may be necessary to delay its effective date until the registrant
shall file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933, or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
RCM TECHNOLOGIES, INC.
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CROSS REFERENCE SHEET
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Registration Statement Item Number and Caption Location in Prospectus or Page
- ---------------------------------------------- ------------------------------
1. Forepart of the Registration Statement and Outside Front Cover Forepart of the Registration Statement; Outside
Page of Prospectus................................................ Front Cover Page of Prospectus
2. Inside Front and Outside Back Cover Pages of Prospectus.......... Inside Front and Outside Back Cover Pages of
Prospectus
3. Summary Information, Risk Factors and Ratio of Earnings to Fixed Prospectus Summary; Risk Factors; Summary
Charges........................................................... Financial Information
4. Use of Proceeds.................................................. Prospectus Summary; Use of Proceeds
5. Determination of Offering Price.................................. Cover Page of Prospectus; Underwriting
6. Dilution......................................................... Not Applicable
7. Selling Security Holders......................................... Principal and Selling Stockholders
8. Plan of Distribution............................................. Cover Page of Prospectus; Underwriting; Risk
Factors
9. Description of Securities to be Registered....................... Outside Front Cover Page of Prospectus;
Prospectus Summary; Description of Securities;
Underwriting
10. Interest of Named Experts and Counsel............................ Legal Matters; Experts
11. Description of Business.......................................... Business
12. Description of Property.......................................... Business
13. Legal Proceedings................................................ Business
14. Certain Market Information....................................... Price Range of Common Stock and Dividend
Policy; Description of Securities
15. Financial Statements............................................. Financial Statements
16. Selected Financial Data.......................................... Selected Financial Data
17. Supplementary Financial Data..................................... Not Applicable
18. Management's Discussion and Analysis of Financial Condition and Management's Discussion and Analysis of
Results of Operations............................................. Financial Condition and Results of Operations
19. Disagreements with Accountants................................... Not Applicable
20. Directors and Executive Officers................................. Management
21. Executive Compensation........................................... Management
22. Security Ownership of Certain Beneficial Owners and Management... Principal and Selling Stockholders
23. Certain Relationships and Related Transactions................... Certain Relationships and Related Transactions
24. Statement as to Indemnification.................................. Part II; Item 14 - Indemnification of Directors
and Officers
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.
Item 16. Exhibits and Financial Statement Schedules
Financial Statement Schedules
Page
Reference
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I. Condensed Financial Information of the Company..................... F-26
II. Valuation and Qualifying Accounts and Reserves..................... F-29
Exhibits
(1) Form of Underwriting Agreement. Previously filed.
(3)(a) Articles of Incorporation, as amended, incorporated by reference
to Exhibit 3(a) of the Registrant's Form 10-K dated October 31,
1994, filed with the Commission on January 4, 1995 (Commission
File No. 1-10245).
(3)(b) Bylaws, as amended on February 22, 1996; incorporated by
reference to Exhibit 3 of the Quarterly Report on Form 10-Q
dated January 31, 1996.
(4)(a) Warrant Agreement dated September 1, 1989, with respect to
Class C Warrants between the Registrant and American Stock
Transfer and Trust Company; incorporated by reference to Exhibit
4 (b) of the Registrant's Form S-1 Registration Statement dated
July 25, 1989, as amended August 16, 1989 and May 14, 1990
(Commission File No. 33-30109).
(4)(b) Rights Agreement dated as of March 14, 1996, between RCM
Technologies, Inc. and American Stock Transfer & Trust Company,
as Rights Agent; incorporated by reference to Exhibit 4 of the
Registrant's Current Report on Form 8-K dated March 19, 1996.
(5)(a) Opinion of Buchanan Ingersoll Professional Corporation.
Filed herewith.
(5)(b) Opinion of Schreck Morris. Filed herewith.
(10)(a) Amended and Restated Loan and Security Agreement dated August
30, 1995 as amended on December 19, 1996 between, the
Registrant, Intertec Design, Inc., Cataract, Inc., The
Consortium and The Consortium of Maryland, Inc. and Mellon Bank,
N.A.; incorporated by reference to Exhibit (10)(a) of the Annual
Report on Form 10-K dated October 31, 1996 ("1996 10-K").
(10)(b) RCM Technologies, Inc. 1986 Incentive Stock Option Plan;
incorporated by reference to Exhibit 10(d) of the Registrant's
Annual Report on Form 10-K dated October 31, 1986, filed
with the Commission on February 13, 1987 (Commission
File No. 1-10245).
II-4
(10)(c) RCM Technologies, Inc. 1992 Incentive Stock Option Plan;
incorporated by reference to Exhibit A of the Registrant's Proxy
Statement dated April 23, 1992, filed with the Commission on
March 9, 1992 (Commission File No. 1-10245).
(10)(d) RCM Technologies, Inc. 1994 Non-employee Director Stock Option
Plan; incorporated by reference to Exhibit A of the Registrant's
Proxy Statement dated May 19, 1994, filed with the Commission on
June 22, 1994 (Commission File No. 33-80590).
(10)(e) RCM Technologies, Inc. 1996 Executive Stock Option Plan dated
August 15, 1996; incorporated by reference to Exhibit (10)(l) of
the 1996 10-K.
(10)(f) Stock Option Agreement dated November 30, 1996 between the
Registrant and Leon Kopyt; incorporated by reference to Exhibit
(10)(m) of the 1996 10-K.
(10)(g) Second Amended and restated Termination Benefits Agreement
dated March 18, 1997 between the Registrant and Leon Kopyt.
Previously filed.
(10)(h) Amended and restated Employment Agreement dated November 30,
1996 between the Registrant, Intertec Design, Inc. and Leon
Kopyt; incorporated by reference to Exhibit (10)(g) of the 1996
10-K.
(10)(i) Merger Agreement among RCM Technologies, Inc., CI Acquisition
Corp. and Cataract, Inc. dated July 31, 1995; incorporated by
reference to Exhibit (c)(1) of the Registrant's Current Report
on Form 8-K dated August 30, 1995 ("Cataract 8-K").
(10)(j) Registration Rights Agreement dated August 30, 1995;
incorporated by reference to Exhibit (c)(2) of the Cataract 8-K.
(10)(k) Voting Trust Agreement dated August 30, 1995; incorporated by
reference to Exhibit (c)(3) of the Cataract 8-K.
(10)(l) Stock Pledge Agreement dated August 30, 1995; incorporated by
reference to Exhibit (c)(5) of the Cataract 8-K.
(10)(m) Stock Purchase Agreement among RCM Technologies, Inc., The
Consortium and The Shareholders of The Consortium dated as of
March 1, 1996; incorporated by reference to Exhibit (c)(1) of
the Registrant's Current Report on Form 8-K dated March 19, 1996
("Consortium 8-K").
(10)(n) Registration Rights Agreement dated March 11, 1996; incorporated
by reference to Exhibit (c)(2) of the Consortium 8-K.
(10)(o) Escrow Agreement dated March 11, 1996; incorporated by reference
to Exhibit (c)(3) of the Consortium 8-K.
II-5
(10)(p) Standstill and Shareholders Agreement dated March 11, 1996;
incorporated by reference to Exhibit (c)(5) of the Consortium
8-K.
(10)(q) Blaire Employment Agreement dated March 11, 1996; incorporated
by reference to Exhibit (c)(6) of the Consortium 8-K.
(10)(r) Meyers Employment Agreement dated March 11, 1996; incorporated
by reference to Exhibit (c)(7) of the Consortium 8-K.
(10)(s) Subscription Agreement dated January 12, 1996; incorporated by
reference to Exhibit (a)(10) of the Registrant's Quarterly
Report on Form 10-Q for the quarterly period ended January 31,
1996 ("January 10-Q").
(10)(t) Registration Rights Agreement dated February 5, 1996;
incorporated by reference to Exhibit (a)(10.1) of the January
10-Q.
(10)(u) Merger Agreement among RCM Technologies, Inc., Sort Acquisition
Corp., the Consortium of Maryland, Inc. and Peter Kaminsky dated
April 23, 1996; incorporated by reference to Exhibit (2) of the
Registrant's Quarterly Report on Form 10-Q for the quarterly
period ended April 30, 1996 ("April 10-Q").
(10)(v) Registration Rights Agreement dated May 2, 1996; incorporated
by reference to Exhibit (10.1) of the April 10-Q.
(10)(w) Escrow Agreement dated May 2, 1996; incorporated by reference
to Exhibit (10.2) of the April 10-Q.
(10)(x) Standstill and Shareholders Agreement dated May 2, 1996;
incorporated by reference to Exhibit (10.3) of the April 10-Q.
(10)(y) Kaminsky Employment Agreement dated May 2, 1996; incorporated
by reference to Exhibit (10.4) of the April 10-Q.
(10)(z) Form of Custody Agreement and Power of Attorney. Filed herewith.
(11) Computation of Earnings Per Share. Included within the Financial
Statements.
(21) Subsidiaries of the Registrant; incorporated by reference to
Exhibit 11 of the 1996 10-K.
(23)(a) Consent of Independent Certified Public Accountants. Filed
herewith.
(23)(b) Consent of Buchanan Ingersoll Professional Corporation. Included
within Exhibit 5(a) hereto.
(23)(c) Consent of Schreck Morris. Included within Exhibit 5(b) hereto.
II-6
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant has duly caused Amendment No. 3 to this Registration Statement to be
signed on its behalf by the undersigned, hereunto duly authorized in the City of
Pennsauken, New Jersey on June 4, 1997.
RCM TECHNOLOGIES, INC.
By: /s/ Leon Kopyt
-----------------------------------
Leon Kopyt
President and Chief Executive
Officer
By: /s/ Stanton Remer
-----------------------------------
Stanton Remer
Treasurer, Secretary and Chief
Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates stated.
Signature Title Date
--------- ----- ----
/s/ Leon Kopyt Chairman, Chief Executive June 4, 1997
- ------------------------------------- Officer, President and
Leon Kopyt Director (principal executive
officer)
* Chief Operating Officer, June 4, 1997
- ------------------------------------- Executive Vice President and
Barry S. Meyers Director
* Executive Vice President and June 4, 1997
- ------------------------------------- Director
Martin Blaire
* Chief Financial Officer, June 4, 1997
- ------------------------------------- Treasurer, Secretary and
Stanton Remer Director (principal financial
and accounting officer)
* Director June 4, 1997
- -------------------------------------
Norman S. Berson
* Director June 4, 1997
- -------------------------------------
Robert B. Kerr
* Director June 4, 1997
- -------------------------------------
Woodrow B. Moats, Jr.
* Power of Attorney previously filed under the Registration Statement on Form
S-1 filed March 21, 1997.
/s/ Leon Kopyt
- -------------------------
Leon Kopyt
Attorney-in-fact